General Terms and Conditions
This English version is a convenience translation. In case of discrepancies, the German version shall prevail.
The German original as PDF: download PDF (German)
1. General provisions, conclusion of contract, order confirmation
These GTC form part of all legal transactions entered into by us and with us. Conflicting general terms and conditions of our business and contractual partners shall not become part of the contract unless we expressly accept them in the individual case. No separate rejection by us is required.
Our contractual commitment only comes into being upon issuance of our written order confirmation; its content is exclusively decisive for the respective contract. In the case of contracts for successive deliveries, our first confirmation is sufficient. Confirmed orders are irrevocably accepted by our business partner (hereinafter: BP) unless it objects in writing within 6 days of receipt of the order confirmation.
In the case of a continuing business relationship with a BP, these GTC also apply to future orders, provided they have been received by the BP earlier. The BP has the opportunity to take note of these GTC on our homepage or at our business premises.
The law of the Federal Republic of Germany applies to all legal transactions and other legal relationships. The UN Convention on Contracts for the International Sale of Goods and any other international conventions do not apply.
2. Agreements with our employees and travelling representatives
Oral agreements made with our employees and travelling representatives only become effective if they are confirmed in writing by us through an authorised representative. Unilateral oral, telephone and telegraphic agreements as well as fax messages from the business partner are binding for us only with our written counter-confirmation.
3. Trademark protection
The BP hereby assures its entitlement with regard to the product-specific shapes, colours, signs and combinations thereof provided to us for the execution of the order. Should trademark, utility model and design rights nevertheless be infringed by the use of these shapes, colours, signs and combinations thereof in the course of our activities under the order, the BP shall indemnify us in full against all claims raised against us in this respect.
4. Requirements for print data and printed products/approval samples
The BP shall ensure that drawings and print data comply with our technical printing specifications. These specifications become part of the contract. Drawings and print data are adopted by us without deviation. We do not check for spelling and typing errors, resolution or colour reproduction. By approving the print, the BP assures the correctness of the relevant drawings, data and colours and bears responsibility for them.
Approval samples are not colour-binding. Deviations may occur between the sample and series production. Contractually owed is solely the agreed colour according to the corresponding colour sample.
5. Prices, passing of risk, shipping, delivery time and acceptance of goods (“just in time”)
Our prices are subject to change without notice. The risk passes to our BP as soon as the goods have been handed over to the forwarder, the carrier or any other person designated to carry out the shipment, even if carriage-paid delivery has been agreed. Shipping is at the expense and risk of the BP or purchaser.
The start of the agreed delivery time presupposes clarification of all technical questions. Compliance with our delivery obligation further presupposes timely and proper fulfilment of the BP's obligations. The defence of non-performance of the contract remains reserved.
An agreed delivery date is subject to correct, complete and timely delivery to us by our suppliers, unless the failure of that delivery results from a breach of duty for which we are responsible. Delivery dates are not fixed-date transactions unless this was expressly agreed when the order was placed.
Events of force majeure and other circumstances for which we are not responsible and which make timely performance of accepted orders impossible release us from the assumed delivery obligation for as long as they last. During this time the BP is not entitled to set us grace periods with the aim of claiming damages or withdrawing from the contract after their unsuccessful expiry. Where we are responsible for the impediment to performance, our delivery obligation and the customer's right to set a grace period remain unaffected; however, the grace period must be set so that the impediment to performance can presumably be remedied within it. We shall inform the BP without delay after the impediment to performance has occurred about the period presumably required to remedy it.
Any liability in the case of delay in delivery not caused by us intentionally or through gross negligence is limited to a maximum of 5% of the delivery value.
If goods are held ready from our warehouse at the BP's request for its exclusive disposal, or are sold for production without shipping instructions (call-off items), the buyer/BP must take them within the contractually agreed acceptance period. Thereafter the BP is obliged to accept the goods immediately or to pay the corresponding storage costs. At the latest 3 months after the contractually agreed acceptance period, the goods must in any case be accepted in full for the entire order and any additional expenses incurred as a result must be compensated. Holding the goods ready is a voluntary service on our part.
6. Partial deliveries, over- and under-deliveries
In line with industry requirements, the BP undertakes to accept any partial deliveries that may become necessary. We reserve the following over- and under-delivery tolerances, which also apply to replacement deliveries:
- up to 200 pieces: 40 %
- from 200 to 500 pieces: 30 %
- from 500 to 2000 pieces: 20 %
- over 2000 pieces: 10 %
In the case of partial deliveries we may distribute the tolerance across individual deliveries at our discretion.
7. Terms of payment
If no terms of payment have been confirmed in the order confirmation, the following terms of payment shall in principle be deemed agreed from the placing of the order:
7 days after invoice date, strictly net
Upon default, all our claims become due for payment immediately, including any obligations of the BP that were deferred until then. If the payment term is exceeded by more than 30 days, default interest of 1.5% per month on the invoice amounts due is agreed. For deferred parts of claims, interest of 2% above the respective discount rate of the European Central Bank is due from the start of the deferral. No separate reminder is required in this respect.
Bills of exchange are always accepted only subject to correct and complete receipt; they count as payment only once properly honoured. They may be returned at any time without giving reasons. If facts become known that impair the creditworthiness of the BP, we may, at our discretion, demand the provision of further reasonable security or withdraw from the contract.
8. Notices of defects
Notices of defects must be raised in writing after prompt inspection by the BP with the diligence of a prudent businessman, immediately upon arrival at the place of destination, and must reach us no later than 5 days after delivery (Sections 377 (1) HGB, 187 (2), 188 (1) BGB). After expiry of this period the goods are deemed approved. If the above inspection is omitted or a defect is notified late, any warranty obligation on our part for defects in the goods is excluded. Defective goods must also be treated with the diligence of a prudent businessman. The duty to inspect also exists if reference samples have been sent.
For hidden defects that cannot be discovered immediately on prompt inspection, liability can only be asserted against us by written notice of defect within 3 months (Section 188 (2) BGB) after receipt of our goods. When assessing defects, what matters is not individual pieces but the average failure rate of the entire delivery. Irrespective of paragraph 1, the BP is always obliged to check the respective deliveries at least on a random sample basis. In the case of a complaint accepted by us, we shall, at our option, supply a replacement or issue a corresponding credit note. Any further claims of the BP are excluded. Deviations in quality, strength and colour customary in the industry (cf. VDW test catalogue 2021) as well as over- or under-deliveries pursuant to item 4 of these GTC are customary in trade and therefore do not constitute a defect.
9. Retention of title
The delivered goods remain our sole property until full payment of all our claims against the BP arising from the entire business relationship, including claims arising in the future, also from contracts concluded at the same time or later. This also applies if individual or all of our claims have been included in a current account and the balance has been struck and acknowledged.
The BP is entitled to resell the reserved goods in the ordinary course of business only if it hereby already assigns to us all claims arising for it from the resale against customers or third parties. If reserved goods are sold unprocessed or after processing or combination with items that are exclusively owned by the buyer, the buyer hereby already assigns the claims arising from the resale to us in full. If reserved goods are sold by the BP after processing, combination, blending or mixing together with goods not belonging to us, the BP hereby already assigns the claims arising from the resale in the amount of the value of the reserved goods, with all ancillary rights, with priority over the remainder. We hereby already accept the respective assignment. Our BP remains authorised to collect these claims even after assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the BP duly meets its payment and other obligations. At our discretion we may demand that the BP discloses the assigned claims and the corresponding debtors to us, provides all information required for collection, hands over the relevant documents and discloses the assignment to the debtors.
Any processing or working of the reserved goods is carried out by the BP for us, without any obligations arising for us from this. If the reserved goods are processed, combined, blended or mixed with other goods not belonging to the BP, we are entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combination, blending or mixing. If the BP acquires sole ownership of the new item, the contracting parties agree that the BP grants us co-ownership of the new item in the ratio of the value of the processed, combined, blended or mixed reserved goods and keeps it for us free of charge.
If, in connection with payment of the purchase price by the BP, liability of the BP on a bill of exchange is established, the retention of title and the underlying claim from deliveries of goods do not lapse before the bill of exchange has been honoured by the BP as drawee. If the value of the existing securities exceeds the claims to be secured by more than 20 %, we are obliged to release them to that extent at the BP's request.
We are entitled at any time to demand surrender of the items belonging to us, in particular to assert the rights of segregation or assignment of the claim to the consideration in insolvency proceedings, if fulfilment of our claim by the BP is at risk, in particular if insolvency proceedings are opened over its assets or its financial situation deteriorates significantly. Asserting the retention of title and seizing the delivered items by us do not constitute withdrawal from the contract.
In the event of seizures or confiscations of the reserved goods or other dispositions or interventions by third parties in our rights, the BP must notify us without delay and, in coordination with us, do everything necessary to avert the danger. Where appropriate for the protection of the reserved goods, the BP must assign claims to us at our request. The BP is obliged to compensate all damage and costs (including court and legal fees) incurred by us through intervention measures against third-party access.
10. Place of performance, jurisdiction, conciliation agreement and partial invalidity
Place of performance and exclusive place of jurisdiction for all disputes arising from the business relationship with the BP is (depending on the amount in dispute) the local court (Amtsgericht) of Lichtenfels.
With the placing and acceptance of the order, the contracting parties undertake, in the event of disputes about the application and interpretation of these GTC, to mandatorily seek out-of-court conciliation with the help of the respective presiding judge of the Chamber for Commercial Matters at the Regional Court (Landgericht) of Coburg. That judge has the right to propose the person of the conciliator. Conciliation takes place at the request of one contracting party and is non-public. Until the conciliation proposal or settlement proposal is available, recourse to the courts is excluded. Each party may appoint an assistant as authorised representative of its choice. The rules of the ZPO, RVG and the court fee schedule apply accordingly.
Should individual provisions of these terms and conditions be or become invalid in whole or in part, this does not affect the validity of the remaining provisions of these GTC. The invalid provision is automatically replaced by a provision that comes closest to the economic purpose of the invalid provision.